Exclusive Right to Sell Contract

                                                                   EXHIBIT 10.48

December 17, 2004

Majorem Ltd:

6 Maklef st., Holon 58672

Israel

Gentlemen:

         This letter agreement shall represent a legally binding   agreement (the

"Agreement") by and between Majorem Ltd ("Majorem") and Interplay   Entertainment

Corporation   ("Interplay")   pursuant to which Majorem hereby grants to Interplay

the sole and exclusive   worldwide   right,   outside of the country of Taiwan,   to

publish, promote, distribute and otherwise exploit the interactive software game

known   as   "Ballerium"   (the   "Game")   on the   PC.   Interplay   shall   also   have

prequel/sequel   rights. The term of this Agreement shall commence on the date of

the full execution of this Agreement and shall continue for the economic life of

the product. Majorem shall have audit rights customary in the industry, upon ten

days   written   notice and   limited   to one audit per   fiscal   year with at least

twelve months between each audit.   Interplay may sublicense or assign its rights

to a third   party   without the   express   written   consent of Majorem and Majorem

hereby consents to such   sublicenses and   assignments.   All rights not expressly

granted to Interplay   under this   agreement   are reserved to Majorem   and/or its

respective licensors.

         In   consideration   of the grant of rights   described   above,   Interplay

shall pay to Majorem a fully   recoupable   advance in the amount of $300,000 (the

"Advance") in United States currency as set forth below.   Interplay shall pay to

Majorem   $300,000   within 90 days of signing this Agreement (the "Initial option

period").

         Interplay   shall,   at its own   discretion,   pay the   Advance in twice a

month installments of no less than $20,000 (the "Installment") each. The Initial

option   period   shall be   extended   by 15 days upon   receipt   by Majorem of each

Installment   payment.   The first $20,000 Installment will be made within 45 days

from signing this Agreement.

         Upon payment of the first Installment,   Majorem will resume development

of the Game and reinstate the online Beta testing allowing consumers to download

the game and play it by accessing beta testing servers provided by Majorem.

         If Interplay fails to pay the full $300,000 advance as prescribed, then

all rights   granted to Interplay   under this   agreement   shall revert to Majorem

and/or its   respective   licensors,   at which time   Interplay will only retain an

interest in the Game up to the amount of all Installments it will have paid.

         Interplay will provide the commercial servers,   hosting allowing online

access to the game,   billing and access   customer   service   while   Majorem   will

provide all game content and in-game   customer   service.   Interplay   agrees that

Majorem's   name   will be used in all   publications   made in   conjunction   to the

product, including prompt labeling of any media carrying the product.

         Following   payment by Interplay of the Advance,   Majorem   shall receive

the following additional royalty payments (the "Royalties")   associated with the

exploitation of the game:

         Twenty   percent (20 %) of Interplay's   Net Retail   Receipts (as defined

below) from all sales and   distribution   licenses of the Game.   For   purposes of

this Agreement,   "Net Retail   Receipts"   shall mean the gross receipts   actually

received   and earned by   Interplay   from sales or   distribution   licenses of the

Game, less the following amounts:

         (i)       Any applicable taxes on the sale or license of the Game;

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         (ii)      Amounts reimbursed by customers such as insurance or shipping;

         (iii)     Any cash discounts, freight discounts, mark down allowances or

                  marketing funds required from customers;

         (iv)       Any commissions and/or   distribution fees that must be paid in

                  conjunction with the sale or license of the Game;

         (v)       Amounts for returns, such as credits or refunds;

         (vi)      Currency exchange fees incurred by Interplay;

         (vii)     No royalties to be paid on Product furnished by Interplay on a

                  so   called    "no    charge"    basis   as   demos   to   dealers   or

                  journalists;

         (viii)    With respect to direct sales, all out of pocket costs, such as

                  telephone charges and fulfillment costs;

         (ix)      A marketing   allowance not to exceed 15% of gross sales;   and,

         (x)       Cost of goods.

         Fifty   percent   (50%) of   Interplay's   Net Online   Receipts (as defined

below) from all online   subscriptions giving access to the Game. For purposes of

this Agreement,   "Net Online   Receipts"   shall mean the gross receipts   actually

received   and   earned by   Interplay   from sales of online   subscriptions   giving

access to the Game, less the following amounts:

         (i)       Any applicable taxes on the sale of subscriptions to the Game;

         (ii)      Credit card chargebacks;

         (iii)     Any third party hosting fees that must be paid in   conjunction

                  with the maintenance of servers   allowing online access to the

                  Game;

         (iv)      Any third   party   customer   service   fees that must be paid in

                  conjunction with the subscriptions giving access to the game;

         (v)       Any third party billing fees that must be paid in   conjunction

                  with the   processing   of   subscriptions   giving   access to the

                  game;

         (vi)      Amounts for credits or refunds;

         (vii)     Currency exchange fees;

         (viii)    No royalties to be paid on accesses   furnished by Interplay on

                  a   so   called   "no   charge"   basis   as   demos   to   dealers   or

                  journalists;

          (ix)      Any   expenses   that must be   independently   paid to Majorem in

                  conjunction   with in-game   customer   service it is required to

                  supply.

Any deductible   expenses that are made to parties   related to Interplay (Such as

subsidiaries,   Major shareholders and others) will require Majorem's approval in

advance.

Following full   recoupment by Interplay of the Advance,   such Royalties shall be

paid   within   sixty days after the end of each of   Interplay's   fiscal   quarters

(January, April, July, October).   In-game customer-service expenses will be paid

in advance,   according to a quarterly   plan submitted by Majorem and approved by

Interplay at the product launch and then by the first day of each of Interplay's

fiscal quarters.

         Majorem   represents,   warrants and   covenants   from the date hereof and

throughout the term of this Agreement to Interplay, its successors, sublicensees

and assigns that the Game is or will be original to Majorem   and/or   exclusively

owned or licensed by Majorem outside   Taiwan;   that the Game does not violate or

infringe upon any rights (intellectual   property or other) of any third parties,

that Majorem has full legal right and   authority   to enter into this   Agreement;

and that the   execution   and   delivery   of this   Agreement   by Majorem   will not

violate or cause a breach of any other agreement to which it is a party.

         A party   hereto   shall be deemed to be in default of this   Agreement in

the event that party breaches any covenant,   representation or warranty it makes

in this Agreement or if any representation or warranty is or bec